Legal ND Case Template

LEGAL ND CASE TEMPLATE

This Non-Disclosure Agreement (the "Agreement") is entered into as of Effective Date: by and between Disclosing Party: , with principal address , and Receiving Party: , with principal address .

Recitals

WHEREAS, the parties anticipate the exchange of documents, information and materials in connection with the legal matter titled Case Name: , Court/Forum: , Case No.: , for purposes of litigation management, discovery, settlement discussions and related proceedings.

WHEREAS, the parties recognize that certain information to be disclosed in connection with the foregoing may be confidential, proprietary or otherwise entitled to protection from public disclosure; and

WHEREAS, the parties desire to set forth the terms on which Confidential Information will be disclosed and protected in connection with the Case identified above.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public, proprietary, business, technical, strategic, financial, personal, or case-related information, whether oral, written, electronic or visual, that is disclosed by the Disclosing Party to the Receiving Party and is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, pleadings, briefs, discovery responses, deposition transcripts, expert reports, settlement communications, and privileged communications subject to properly asserted protections.

1.2 "Representatives" means a party's officers, directors, employees, attorneys, consultants, forensic vendors, experts, and insurers who have a need to know Confidential Information for purposes of the Case and who are bound by confidentiality obligations no less protective than those in this Agreement.

2. Confidentiality Obligations

2.1 The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own most sensitive confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely for the prosecution, defense, evaluation or settlement of the Case.

3. Exclusions

3.1 Confidential Information does not include information that the Receiving Party can demonstrate by written record: (a) is or becomes publicly available through no breach of this Agreement; (b) was in the Receiving Party's lawful possession without restriction prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without reference to Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

4. Permitted Disclosures

4.1 The Receiving Party may disclose Confidential Information to its Representatives who have a need to know, provided that the Receiving Party (a) informs such Representatives of the confidential nature of the information and (b) remains responsible for any breach of this Agreement by such Representatives. The Receiving Party shall maintain a written record of individuals to whom Confidential Information is disclosed upon reasonable request.

4.2 The Receiving Party may disclose Confidential Information as required by law, regulation, or court order, but only after giving the Disclosing Party prompt written notice sufficient to allow the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party's reasonable efforts to limit disclosure.

4.3 Permitted recipient categories (check all that apply): Outside counsel and paralegals Independent experts and consultants Insurers and claims handlers

5. Disclosure Marking and Procedures

5.1 Confidential documents produced in writing or electronically shall be marked "CONFIDENTIAL" or with an equivalent legend. Where oral disclosure is made, the Disclosing Party shall identify the information as confidential at the time of disclosure and confirm in writing within thirty (30) days that the information is Confidential Information.

6. Term; Survival

6.1 This Agreement shall commence on the Effective Date and shall continue until the conclusion of the Case, including all appeals and settlement processes, unless earlier terminated by written agreement of the parties. Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information shall survive for a period of years from the date of disclosure, or for as long as permitted by applicable law if longer.

7. Return or Destruction

7.1 Upon written request of the Disclosing Party following final termination of the Case, the Receiving Party shall either (a) return to the Disclosing Party all tangible Confidential Information and copies thereof, or (b) destroy all such materials and certify in writing that the materials have been destroyed. The Receiving Party may retain one archival copy of Confidential Information solely for the purpose of compliance with legal, regulatory or internal recordkeeping obligations, subject to the confidentiality obligations of this Agreement.

8. Remedies

8.1 The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled, in addition to any other available remedies at law or in equity, to seek injunctive or other equitable relief to prevent or curtail any threatened or actual breach of this Agreement without the requirement of posting bond.

9. No Waiver; No License

9.1 Nothing in this Agreement grants any license or rights to the Receiving Party under any patent, trademark, copyright, or other intellectual property right of the Disclosing Party, nor shall this Agreement obligate either party to enter into any further agreement. No failure or delay by a party in exercising any right shall operate as a waiver of that right unless made in a writing signed by the waiving party.

10. Notices

Notices shall be given in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested):

11. Amendments; Counterparts

11.1 This Agreement may be amended only by a written instrument executed by both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

12. Governing Law; Severability; Entire Agreement

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

12.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings and communications relating to such subject matter.

Miscellaneous Provisions

13.1 Remedies Cumulative. Except as otherwise provided herein, the rights and remedies of the parties under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

13.2 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns; neither party may assign this Agreement without the prior written consent of the other party.

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